Peter Feinstein

About Peter R. Feinstein

Independent director since July 2023; age 81; retired CPA with senior audit/management experience at Kenneth Leventhal & Co. and Fox & Co.; BS in Accounting from UCLA. Long-time operator of restaurant and entertainment properties (SHAC, LLC; Fatburger franchises; Sugar Factory; El Dorado Cantina; Country Star Restaurants). Designated Audit Committee Financial Expert by the Board, reflecting deep accounting and M&A expertise relevant to FAT’s franchise platform .

Past Roles

Organization	Role	Tenure	Committees/Impact
Kenneth Leventhal & Co.	Senior management and audit roles	Not disclosed	CPA background strengthens audit oversight
Fox & Co.	Senior management and audit roles	Not disclosed	CPA background strengthens audit oversight

External Roles

Organization	Role	Tenure	Notes
SHAC, LLC	Operator	Not disclosed	Hospitality/entertainment operations
Fatburger franchises	Operator/Owner	Not disclosed	Operates franchised units of a FAT brand—potential related-party sensitivity
Sugar Factory	Operator	Not disclosed	Restaurant/entertainment concept
El Dorado Cantina	Operator	Not disclosed	Restaurant concept
Country Star Restaurants	Operator	Not disclosed	Restaurant concept

Board Governance

Independence: Board classifies Feinstein as independent under NASDAQ standards; Board notes 8 of 14 directors are independent, including Feinstein .
Committee assignments:
- Audit Committee member; Audit Committee comprised solely of independent directors; Feinstein designated as an Audit Committee Financial Expert .
- Compensation Committee member; 2024 committee had no interlocks and majority independence, but chaired by Andrew A. Wiederhorn (not independent) .
Attendance: Board met 25 times (2024) and 32 times (2023); each incumbent director attended at least 75% of Board and applicable committee meetings .
Controlled company: FAT is a “controlled company” under NASDAQ due to Fog Cutter Holdings’ majority voting control, reducing requirements for independent board/comp committee structures .

Governance Item	2023	2024	2025
Independence (NASDAQ)	Yes	Yes	Yes
Audit Committee	Member	Member	Member
Audit Committee Financial Expert	Yes	Yes	Yes
Compensation Committee	Member	Member	Member
Board Meeting Attendance Threshold	≥75% (incumbents)	≥75% (incumbents)	Not disclosed

Fixed Compensation

Company policy pays each non-employee director an annual cash retainer and annual stock option grant. Feinstein’s disclosed cash fees:

Year	Cash Retainer ($)	Source
2023	60,000	2023 DEF 14A
2024	120,000	2025 DEF 14A (2024 comp)

Notes:

Standard non-employee director policy: $120,000 annual cash; annual stock options to acquire 30,636 shares; directors elected to receive cash only (no stock-in-lieu) during 2024 .

Performance Compensation

Options are time-based equity awards under the 2017 Omnibus Equity Incentive Plan; no director performance metrics are disclosed.

Year	Equity Type	Shares/Units	Grant-Date Fair Value ($)	Plan/Terms	Metrics
2023	Stock Options	30,636	56,043	2017 Plan; director awards	None disclosed (directors)
2024	Stock Options	30,636	85,125	2017 Plan; director awards	None disclosed (directors)

MNPI/timing: Company states awards are not timed around MNPI and are granted per schedule/event; clawback policy applies to Section 16 officers (not directors) .

Other Directorships & Interlocks

Category	Disclosure
Current public company boards	None disclosed for Feinstein
Prior public company boards	None disclosed for Feinstein
Compensation Committee interlocks	None in FY2023; majority independent; chaired by Andrew Wiederhorn

Expertise & Qualifications

Retired CPA; senior audit/management roles; BS Accounting (UCLA) .
Designated Audit Committee Financial Expert .
Operational expertise across hospitality and franchising; strategic planning and M&A skills .

Equity Ownership

Beneficial ownership as of October 31, 2025:

Security	Amount	% Ownership	Notes
Class A Common Stock	30,636	<1% (*)	Beneficial ownership may include options exercisable within 60 days
Class B Common Stock	—	—	Class B carries 2,000 votes per share; context for voting power
Series B Preferred Stock	—	—	No Series B beneficial ownership

(*) Represents less than 1% of the class .

Ownership alignment observations:

Modest reported Class A beneficial ownership; no disclosed pledging; company discourages hedging and prohibits margining, but does not outright ban hedging . No director stock ownership guidelines were disclosed in the proxies reviewed .

Governance Assessment

Strengths:
- Independent director with deep accounting background; Audit Committee Financial Expert designation enhances disclosure controls and financial oversight .
- Consistent committee engagement (Audit and Compensation); incumbent attendance ≥75% supports engagement .
- Transparent director pay structure; options create some equity alignment; standardized annual cash retainer .
Weaknesses/RED FLAGS to monitor:
- Controlled company status reduces independent governance requirements; Compensation Committee chaired by the CEO (not independent), which can impair pay oversight and perceived independence of comp decisions .
- Potential related-party sensitivity: Feinstein operates Fatburger franchises while serving on the Board; any material transactions should be scrutinized in “Certain Relationships and Related Transactions” (no Feinstein-specific transactions were identified in the cited sections, but ongoing franchise relationships merit monitoring) .
- Ownership alignment appears modest (30,636 Class A shares/beneficial ownership); no disclosed ownership guidelines for directors and no explicit performance-based director compensation metrics .
Net view:
- Feinstein’s financial expertise and audit oversight role are positives for investor confidence. However, FAT’s controlled company governance profile and Compensation Committee leadership structure introduce oversight risks. Franchise operator status is a potential conflict area—investors should review future proxies/8‑Ks for any disclosed transactions and ensure recusal when appropriate .